FORMATION OF LIMITED PARTNERSHIP; CERTIFICATE OF LIMITED PARTNERSHIP.
(a) In order for a limited partnership to be formed, a certificate of limited partnership must be delivered to the Secretary of State for filing. The certificate must state:
(1) the name of the limited partnership, which must comply with Section 8 of this act;
(2) the street and mailing address of the initial designated office and the name and street and mailing address of the initial agent for service of process;
(3) the name and the street and mailing address of each general partner;
(4) whether the limited partnership is a limited liability limited partnership;
(5) the term of its duration if the duration is not to be perpetual; and
(6) any additional information required by Article 11 of this act.
(b) A certificate of limited partnership may also contain any other matters but may not vary or otherwise affect the provisions specified in subsection (b) of Section 10 of this act in a manner inconsistent with that section.
(c) If there has been substantial compliance with subsection (a) of this section, subject to subsection (c) of Section 24 of this act, a limited partnership is formed when the Secretary of State files the certificate of limited partnership.
(d) Subject to subsection (b) of this section, if any provision of a partnership agreement is inconsistent with the filed certificate of limited partnership or with a filed statement of dissociation, cessation, or change or filed articles of conversion or merger:
(1) the partnership agreement prevails as to partners and transferees; and
(2) the filed certificate of limited partnership, statement of dissociation, cessation, or change or articles of conversion or merger prevail as to persons, other than partners and transferees, that reasonably rely on the filed record to their detriment.
Added by Laws 2010, c. 384, § 19, eff. Jan. 1, 2011.
Copyright ©2024 LegalFix. All rights reserved. LegalFix is not a law firm, is not licensed to practice law, and does not provide legal advice, services, or representation. The information on this website is an overview of the legal plans you can purchase—or that may be provided by your employer as an employee benefit or by your credit union or other membership group as a membership benefit.
LegalFix provides its members with easy access to affordable legal services through a network of independent law firms. LegalFix, its corporate entity, and its officers, directors, employees, agents, and contractors do not provide legal advice, services, or representation—directly or indirectly.
The articles and information on the site are not legal advice and should not be relied upon—they are for information purposes only. You should become a LegalFix member to get legal services from one of our network law firms.
You should not disclose confidential or potentially incriminating information to LegalFix—you should only communicate such information to your network law firm.
The benefits and legal services described in the LegalFix legal plans are not always available in all states or with all plans. See the legal plan Benefit Overview and the more comprehensive legal plan contract during checkout for coverage details in your state.
Use of this website, the purchase of legal plans, and access to the LegalFix networks of law firms are subject to the LegalFix Terms of Service and Privacy Policy.